Jiminy Cricket
by FandomPariah
Summary: When Tock's consciousness; preserved by a mixture of Watt's science and Salem's magic, is transferred into a new body the Crocodile Faunus soon realises that she's not alone. I'm a little annoyed that Tock isn't even listed as a character on here


RWBY & All associated trademarks are property of Rooster Teeth (RIP Monty Oum)

I claim no ownership of anything except my own original characters.

I am making no money from this.

 **Jiminy Cricket**

Arthur Watts was, despite the viscerally horrifying and more deeply unsettling surroundings of Salem's bleak fortress of Evernight seemingly in his element as he strode about the Queen of the Grimm's grand hall and gesticulated wildly, his tone taking on that of a professor discussing their favoured subject to a class of eager students as he used several documents, graphs and charts to convince Salem herself that one of his many schemes was close to fruition and all that was needed was her approval. Mercury leaned against a wall and took stock of his surroundings, habits that had been drilled into him coming to the fore as he read the room almost subconsciously; whilst Mercury was far more intelligent that most would assume and was conversant in a wide, seemingly eclectic range of topics due to being used to get close to targets by Marcus Black whatever Watts was explaining was beyond him; Salem however possessed the wisdom of countless lifetimes and could seemingly follow Watt's perversely brilliant mind and by all accounts was giving serious consideration to his ideas. Hazel sat with his arms folded, deigning to stay silent on matters he didn't understand whilst Tyrian studied Salem's face with rapt attention, the devoted and unhinged Faunus would form his own opinion based on those of his queen, as always. Mercury felt an unfamiliar pang as he caught sight of Emerald stood nearby, neither of them having been offered the proverbial or literal seat at the table; the former thief was clearly paying little attention if any to Watt's speech, very little seemed to have registered with her since their return from Mistral and the subsequent revelation that Cinder Fall was still alive but seemed to no longer play an active part in Salem's plans. Upon hearing the name of the false maiden both Cinder and Mercury found themselves paying much more attention to Watt's; Mercury may not have been under any delusions about what kind of person she was and the constraints that her 'saving' him came with but the fact remained that he was a mercenary and she was paying him.

"With Cinder currently operating alone and….not strictly congruous to your endeavours, in conjunction to Tyrian's shall we say less than optimal condition-"  
"I will use your ribcage as a coat-rack" the Scorpion Faunus interjected in a singsong voice, his words quickly descending to demented giggling as he gave Watts a truly murderous stare; Mercury watched the interaction and wondered, not the first time, how much of Tyrian's insane performances were just for show and a deliberate attempt to control how others perceived him. Watt's appeared unperturbed

"Quite. As I was saying, it would be prudent of us to, by your leave my Queen, bring someone back into the fold" Salem steepled her fingers and peered down at her remaining followers with inhuman eyes as she considered the idea

"You will only have one chance to perform this feat Watts, do not fail me"

"Thank you" Watts bowed low, his moustache twitching as he gave a smile that oddly seemed far more genuine than his usual mocking expressions "I will make preparations to move the necessary equipment to Anima. I have a suitable location in the city of Argus….if it pleases you we could give our returning ally a, shall we say test run, against the Rose girl"

"I want her alive Watts" Salem reminded him, her voice gentle but promising unspeakable horrors should he fail "You will need an escort; Mercury, Emerald go with Watts and follow his instructions"

"My Queen I hardly-"

"My word is final" Watt's jaw closed with an audible clack and he gave a disparaging glance to his new impromptu assistants while inwardly noting that even the most unreliable of robots was still less temperamental than teenagers. Shaking his head slightly he strode passed the pair

"Come, we have work to do" behind them Tyrian's demented laughter could be heard echoing throughout the grand hall

"Oh a new solider for the Queens' army, and a killer by the sounds of it….tell me more" Mercury heard Watts mutter a response under his breath

"Someone whose return will render you utterly redundant you gibbering buffoon" as the double doors of the hall closed behind them with an echoing boom silence reigned between the trio as they made their way through the fortress, slowly but inexorably making their way towards its' deepest bowels where Mercury expected that they would find dungeons

"We're setting this recruit of your on Ruby" Emerald noted, rage and hope battling for dominance in her voice "We know Cinder is going after Ruby, what happens if we find Cinder?"

"That is utterly dependant on Salem's wishes and Cinder's own actions" Watts answered "Although frankly child, as impressive as your single-minded loyalty to her is; you must appreciate that it's utterly wasted on her"

"Hey!" Emerald's eyes narrowed and Mercury saw her reach for one of her weapons as she made to close the distance between herself and the mad scientist. The assassin, having no attachments to Arthur Watts merely gave her a look that conveyed the message _'Not here'_ while placing a hand on her shoulder, finding himself keeping it there as they continued down in to the depths of Evernight. Mercury found his own suspicions growing in tandem with the panic on Emerald's face and before long found himself unable to remain quiet about the situation

"What're we doing down here doc?" Watts waited a few moments to reply, not deigning to do so until the rounded a corner where a door at the far end of the corridor almost certainly led to the expected dungeons

"Recovering our old….and new ally, from in there" Mercury felt a chill as he stepped closer to the door; not entirely due to the suddenly much lower temperature. He saw Emerald visibly shivering as they neared the doorway and slipped his jacket from his shoulders, gently wrapping it around hers; a snidely muttered comment from Watts made it clear that he had noticed the interaction. Without ceremony he opened the door which allowed a cloud of freezing gas to billow out

"Come, we have work to do" he said simply before stepping inside; Mercury and Emerald followed only to come to a halt as they stood slack-jawed and wide-eyed in a futile attempt to process what they were seeing. The entirety of the rooms' walls had been lined with Ice Dust which led to the freezing temperatures within, more than that however pillars of a deep indigo crystal were scattered about in odd geometric shapes, each pillar reaching from the floor to ceiling and glowing with bloody and angry red Glyphs of some long dead language from before Remnant was known as such, each of the pillars emanated the same indescribable and unnerving energy as Salem herself and as Mercury felt the hairs on the back of his neck stand on end he understood that the Queen of the Grimm must be expending a portion of her magic in this room

"My Gods" Emerald mouthed out as she stared at the centrepiece of the unsettling display, a pair of glass containers each surrounded by more Ice Dust and a mass of blinking and whirring machinery; each container was filled with a clear if somewhat orange tinged liquid and housed a single subject to whom several sensors and other devices were connected. The former thief's hands flew to her mouth, cherry red eyes widening further still as she saw that the first container, roughly six feet tall housed a floating body whose scaly hide identified them as some form of reptilian Faunus; a single scythe whose head featured an ornate and stylised skull was buried in the subjects' spine though most horrifically of all the body lacked a head; this was occupying the other, smaller container

"What the fuck?" Mercury demanded, anything more eloquent utterly beyond him.

"One of Salem's long term goals has always been to have complete mastery over life and death" Watts noted "This was Tock, she disposed of almost one hundred Silver Eyed Warriors before well….this happened. It seemed a waste to let such talent go"

"She's dead, she doesn't have a head!" Emerald snapped

"Science is an amazing tool if only those of us with the vision were allowed to use it more freely" Watts lamented, his sigh utterly at odds with the sinister smile upon his face "My own experiments into the field was deemed unconscionable by Atlas; Atlas of all places and so I was exiled and disgraced….however Emerald you of all people should recall the Vytal Tournament. It would appear that an old colleague of mine has made some headway that I will gladly appropriate" Mercury had seen corpses many times but still found himself sternly clamping down on the cold dread that seeped into his gut as understanding dawned on him, violence and murder for hire was one thing but this was obscene on some primal level that he couldn't articulate. Instead he merely narrowed his focus and looked at nothing but his objective and the cold rational steps between it and himself.

"So we take the body to Argus?" he surmised "Providing it doesn't thaw or rot the second it leaves here then what?"

"Well it seems you're not as dull as working with Cinder made you appear" Watts purred "Tock's body, preserved by my own technology and Salem's….I despise the word but, magic holds some finals shards of her consciousness and Aura, however this is only one part of the equation. In Argus I have the tools I need to prepare a new body and transfer Tock's being into it….the missing key is what binds the two together and I already have that in hand; yes it would seem that Professor Polendina has greatly improved the _procedure_ "

* * *

Vale had begun to rebuild in the months following the atrocities of the Battle of Beacon, though the areas closest to the fallen Hunter academy were still a desolate and apocalyptic hell-scape roamed by the Grimm and separated from the rest of the Kingdom by hastily built and steadfastly guarded defences. The only individuals venturing into the ruins could be neatly split into two categories, the first were Hunting parties led by Glynda Goodwitch herself; usually numbering no less than half a dozen full teams of qualified and experienced Hunters and supported by a sizeable military presence which seemed to do little to lessen the casualties they suffered. The second group were those brave or insane enough to attempt to loot in the ruins; Mulberry Diesel noted to herself with some amusement that she was certainly one of the two although considering she had joined the White Fang and volunteered to be at the forefront of the fighting in Vale exactly which of the two it was depended on who was being asked. The Skunk Faunus's black hair, adorned with a single white streak mirroring her tail was flattened by the bulky goggles which created a thermal image of the world around her that she wore over her White Fang mask and she kept both hands on the high powered shotgun filled with explosive Dust rounds that was currently fastened to her chest by a harness as she kept watch from her position atop the armoured truck that she had taken from outside of a bank towards the end of the battle of Beacon. Mulberry had never amounted to much before joining the organisation, a low level street criminal selling drugs and stealing cars with nothing but a small but loyal crew and her own propensity for violence to her name; since meeting Adam Taurus however her world had been expanded and she found herself leading missions such as this one, leading her crew into dangerous territory to find weapons left by the Atlesian military, copies of the police protocols that they could then use to build their plans around and other such items. Though Mulberry had heard nothing from the Vale Chapters' leader since he left for Mistral to report back to Sienna Khan she was certain that he would be pleased with her actions today as they involved the completion of standing orders he had given in the days following Beacons fall but had previously been impossible to act on. Amity Stadium had finally run out of fuel, the gargantuan airborne structure left behind by Atlas had come to a landing that could best be described as a controlled crash within the ruined portion of Vale which was now being referred to as 'The Exclusion Zone' and levelled several city blocks as it did so. Adam Taurus wanted something recovered from the stadium and Mulberry had gathered her crew and hastily bribed the sentries as the nearest access point; currently four of her people were picking through the now heavily damaged stadium to recover the bizarre target whilst Mulberry stood watch over their getaway vehicle whose engine the driver was currently keeping running. After a few more minutes the first sign of body heat became visible on her goggles, followed by two more who lumbered in unison as if carrying something, the fourth and final behind them; bright flashes from the muzzle of their discharging weapon disorienting Mulberry who quickly pulled the goggles from her face and saw the Grimm chasing after her crew; Beowolves, a small pack of emaciated things driven more rabid than their natural state by the lack of living things to hunt, she hammered against the roof of the armoured truck and called down to the driver

"CARAMEL GO, BULLDOZE THE FUCKING THINGS!" the rabbit Faunus below stepped on the pedal and in a spray of dust and cacophony of screeching tires the truck lurched forwards, picking up speed as it closed in on the Grimm whilst Mulberry herself opened fire. By the time the rest of the crew dived out of the way allowing the truck to plough into a Beowolf which howled defiantly at the vehicle the rest of the pack had been picked off, allowing Mulberry to leap down and open the rear doors of the armoured truck and usher her crew inside and take in their appearances as they sped off. Brick the towering muscle of her crew sported a gash on his forehead which dripped blood onto his bone white mask, giving the fanged and feral looking Hyena Faunus a distinctly menacing appearance. Candy the vibrantly plumed avian Faunus was breathing heavily though she seemed uninjured and both Ginger the feline and Ash the Wolf Faunus sported several minor injuries though none seemed to be anything more than inconvenient; Mulberry's eyes quickly honed in on the package the pair had been carrying and noted that it seemed smaller than she had expected

"That it?"

"Yeah" Ash nodded "Well, the biggest piece anyway….didn't have chance to grab the rest of it" Mulberry gave a concerned frown but pushed her worries aside, they had what they came for and would be rewarded for delivering it

"So how're we getting it to Taurus?" Brick noted gruffly

"It's not going to Taurus, it's going to Anima on his behalf" Mulberry explained "And don't worry about it, there's another crew in the city that have managed to get a couple of guys working at the freight docks"

"Just as long as the don't get the credit" Ginger noted, feline tail standing erect and agitated behind him

"They won't" Mulberry assured him "This is our job, Taurus gave it to me personally. Apparently it's part the deal he had with whoever it was that fucked with Atlas's robots" that drew a low whistle from that Cat Faunus, the fact that Adam Taurus had such powerful allies had drawn many impressionable Faunus seeking change to his side. Candy stared silently at the unmarked sack containing their prize with a haunted expression for a while before finally giving her own opinion

"It's fucking creepy….why would anyone make a robot that looks and acts like a human girl"

* * *

Emerald and Mercury had followed Watts to the settlement of Argus on Salem's orders and had been more surprised than they supposed they should be to realise that completing the task given to them would not be a simple matter. For weeks they had been confined to what appeared to be a small workshop in an industrial area of the sprawling city due to a Kingdom wide warrant for their arrest, inside however the building had been converted to a horrific combination of sterile operating theatre and laboratory in which Watts would conduct what he referred to simply as _'The Procedure'_. The two teens had been given precise and meticulous instruction regarding the tasks they needed to undertake to see that the consciousness of Tock, whose frozen body had been brought with them could be transferred or recreated into a new host; the first of which had been the finalisation of a machine whose function Emerald had surmised with utter terror and disgust; based on what information she had picked up in Cinder's reports to Salem regrading the events at Beacon the machine was some modified form of the already experimental Aura transfer system; Tock's mutilated and preserved body being placed into a coffin-like chamber connected to another such chamber where the recipient body would be placed.  
Once the machine had been prepared the next step had been to acquire the missing components they needed for the process; for this Mercury had been sent to meet with the Mistrali Chapter of the White Fang where he was neither horrified or especially surprised, yet slightly disappointed to hear that Adam Taurus's followers had deserted him only to be massacred for their desertion and the Bull Faunus himself to have vanished; a small cell of Faunus militants remained however and they had what Watts had sent him to retrieve. Complications ensued when the person leading this small faction stated bluntly that no deals of Taurus's making would be honoured and if Mercury wanted the package he would have to pay for it, rebuilding required Lien after all. The mercenary had been swift and efficient in his counter-proposal, taking no sadistic pleasure in the task like Adam Taurus most likely would have and made sure to thoroughly dispose of the bodies before returning to Watt's nightmarish laboratory; as unlikely as it was that the authorities would care about the deaths of White Fang soldiers. He had only been sickened further upon learning the nature of the package he had retrieved and having to attempt to bring Emerald back from the brink of a mental breakdown at the sight of the ruined remains of Penny Polendina which Watts had began to dismantle further, stating that he only needed the power supply, Aura generator and the central processing unit which were all mercifully undamaged.

The final component had been delivered by a truck whose driver had a distinctly Atlesian accent and made no comment when depositing the shipping container in the factory loading bay other than to tell Watts enigmatically _'We're done now, we're even'_ which the mad scientist had merely huffed at in response.

"So there's a chassis in there?" Mercury asked, realising that it was the only logical answer and quietly refusing to acknowledge that he was most likely staring at a shipping container full of bodies, synthetic or otherwise

"I'd assume more than one" Watts answered, confirming his suspicions "Which means we'll find something suitable most likely….I do believe Tock would be most displeased were she to wake up in say a rabbit Faunus's body"

"They're Faunus bodies?" Emerald asked "Why?" Watts treated her to a truly baleful glare before sighing

"My dear girl what on Remnant do you think Atlas had Professor Polendina go to all this trouble _for_?" seeing Emerald's mouth open and close several times he answered the question himself "They're killing machines. While the 'Penny' that you so neatly took care of was docile enough I'd wager she was only a prototype, the whole aim of the project was to create a new breed of Specialist. Have them infiltrate dissident groups and wipe them out from the inside, as to the Faunus construction….well who is more dissident that the White Fang"

"And they just scrapped the project?" Mercury asked disbelievingly

"Well it's far less effective now that everyone knows of the existence of these robots" Watts noted, producing a pair of heavy duty bolt-cutters as he stepped closer to the container "And it's likely that this is only a very small sample of what Atlas made….well let's crack open the egg and say good morning shall we" Mercury and Emerald shared a disgusted look before following after him, noting that Watts seemed to be far less irritable than they were accustomed to; as if taking science to horrifying heights, or perhaps depths gave him genuine and unbridled joy. No sooner had they stepped inside, Watt's illuminating the contents of the container with his Scroll than Mercury heard Emerald let out a scream horrified muffled by her own hands. It was no mystery as to why; each of the dozen or so bodies suspended lifelessly whilst having some obvious cosmetic differences were all hauntingly similar in one undeniable way.

They were all Penny Polendina.

A blue eyed, blonde haired Penny Polendina with floppy canine ears adorning its' skull stared vacantly at them from beside a black haired Penny Polendina with rich amber eyes and a winding and muscular serpentine tail held in place beside it

"Quiet now girl" Watts chided almost absently as he strode passed first a heterochromatic Penny Polendina with chestnut hair and a feline tail and then a black eyed, ivory haired Penny Polendina with what could only be an insectoid, chitinous exoskeleton growing over its' synthetic flesh; all the while muttering to himself

"Oh Geppetto you old dog, all those years you called me a madman and a deviant but look at you now" he stopped before a particular specimen and gave a satisfied smirk "Oh this is fine craftsmanship indeed, this will do nicely old friend. Emerald, Mercury take this one" the chassis he indicated to was disturbingly close to the original Penny Polendina that they had known; pale skin and freckled cheeks framed by locks of shoulder length coppery hair though this robot stared lifelessly at them with eyes that were a vivid shade of yellow and the clothes that it had been dressed in, also similar to Penny's usual outfit revealed that its' flesh was covered in thick, ridged reptilian scales

"Almost made to order" Watts cooed, seemingly proud at his fellow scientist and former rival for their sickening achievement; peeling back the robots' lips to reveal rows of Atlesian steel blades fashioned into fangs and disguised as a body modification "Look at that, I don't even have to work on the mouth….Gods know she'd be livid if she woke up without her fangs. Emerald, Mercury I said-" Emerald bolted. She gave no words or warning, simply took one final look at what she had found herself surrounded by before turning on her heel and running as fast as she could away from the nightmare she had been trying to wake from, wiping tears from her eyes. Mercury wasted no time in following her; his mechanical footsteps echoing through the facilities' corridors as he caught up with her

"I can't do it, Merc I can't….don't make me go back there, please" the normally scathingly sarcastic young woman was reduced to a pleading whimper and Mercury, with no real frame of reference was forced to really on doing what felt right, something he considered a dangerous proposition at the best of times. He wrapped his arms around her shoulders and pulled her into a tight hug

"I'm not gonna force you to do anything. Just say the word and we run….this job isn't worth the Lien, hasn't been for a long time" Emerald simply cried into his shoulder for a while, trying her best to expunge the face of the girl she'd helped murder from her memories

"How do you do it Merc?" she sniffled "How do you do what you do and just not think about it afterwards-"  
"Don't ask" he murmured, hiding his own haunted look from view "You don't want to do it to yourself"

"You're serious about running?" Emerald asked, filled with both hope and fear in equal measure "They'll come for us"

"They can bring people back from the dead now….they don't need us any more, hell they'll probably kill us for knowing too much"

"We're wanted criminals, our faces are everywhere" Mercury almost snorted at that

"We both know that the police are easy to avoid if you're smart"

"Will you help me look for Cinder?" and there it was, the sticking point and the key to Emerald's continued loyalty to Salem. Mercury hurriedly thought of a way to explain that he wanted to be miles away from anything connected to this whole situation while at the same time still getting Emerald to leave with him; as emotionally broken as he was he didn't have words to describe his feelings for the thief, only that he knew he cared for her deeply and would not see her killed by Salem's increasingly terrifying plan. He was saved the trouble when mere seconds later the lights began to flicker throughout the entire building and he swore he could hear Watts let out a cackle more befitting of Tyrian in the distance. Emerald stared up at him and whispered

"It's starting"

* * *

The last thing Tock remembered was blinding, all consuming pain in her back as the Grimm Reapers' weapon struck her followed by nothingness; the Crocodile Faunus was annoyed to have been bested and more so that she hadn't even seen the killing blow coming.

 _[Tock] "Still I suppose looking my killer in the eye would have been a tad on the impossible side anyhow"_ Tock would have widened her eyes in shock at the sight of her own thoughts appearing before her, superimposed on the black expanse of nothingness that surrounded her in an angular green font; the problem however was that her eyes and in fact her entire body seemed to be simply absent.

 _[Tock] "What the bloody 'ell?"_

[?] _"Salutations Friend"_ Tock stared at the words as they formed, hearing and seeing them simultaneously; the speaker sounding a good deal younger than herself. Tock would have snarled were she still in possession of her teeth

[Tock] _"WHO'S THAT? WHAT THE 'ELL'S GOING ON?"_

 _[?] My name is Penny and I don't know. I remember being off-lined, does this mean Ruby was right? I have a soul? Is this what people call heaven?_ Tock noted that once the second presence in this place, that she had the odd suspicion was some manifestation of her own mind, named herself as Penny all instances where her name had been obscured by question marks were corrected.

 _[Tock] "Trust me luv if this is 'eaven there's been a bloody mix up and I'm in the wrong place"_

 _[Penny] "Oh well I see then this must be a remote reactivation….several memory files seem to have been transferred from a previous unit as well"_

 _[Tock] "A what?"_ The Faunus didn't get her answer in the way she'd expected it; the nothingness with thoughts displayed upon it seemed to dissolve away in a flash of blinding light and limbs that she could now feel suddenly felt heavy and sluggish, everything ached and her mind buzzed beyond anything she'd ever done to herself with alcohol before. As the world came into focus she found herself locked within the claustrophobic confines of something resembling an upright metallic coffin, she reached for the lid only for it to open with a hiss of compressed air and allow her to stagger out across a spotless tiled floor and into a machine filled with countless machines that far outclassed anything she could ever remember seeing before, confusion and unease were momentarily alleviated by a familiar voice, while not exactly fond of its' owner the familiarity was grounding at least

"Ah Tock; it's good to see you again….it's been a while"

"Alright there Guv'nor" she greeted, smirking at the way she could almost feel the way he winced at her unrefined and uncouth accent. Turning towards Watts however the limited comfort she'd managed to draw from his presence vanished. Arthur Watts as she remembered him had been an insufferable whelp barely out of college with ideas so grand they were only dwarfed by his ego whom she only tolerated due to their shared employer; the Arthur Watts that stood before her now however;

"You've gotten old Wotsits" she breathed out, noting as she did so that her mouth felt odd when she spoke, the teeth didn't feel quite right and it moved unnaturally somehow, as if it were unused to words.

"Indeed" Watts noted through gritted teeth, appreciating neither the observation or the old nickname

"I thought you were meant to be the clever clogs of the operation lad, took you this long to figure out how to get a woman's attention has it? Although let's be fair, in my case you were barking up the wrong bloody tree entirely" she taunted him with a wicked grin, knowing that in his late teens Arthur had harboured something of a crush on her and desperately craving something approaching normalcy despite the fact that she had seemingly survived a killing blow unharmed though decades had lapsed; to say nothing of the inexplicable wrongness she felt in every fibre of her being and the entirety of what had happened before she woke up. Seeing the second metallic containment unit she sauntered over to it and crowed "Oh what 'av we 'ere, someone else sleeping on the job are they? Anyone I know?"

"Tock I would advise you not to look in there"

"Oh I'm only 'avin' a laugh Wotsits, besides I can promise I've woken up next to worse after a payday. I mean this one time I-" her words came to a halt as she peered into the machine and her mind went blank, utterly unable to process or comprehend the fact that she was confronted by her own headless corpse, her head stored in a container separately

"Tock-"

"WHAT 'AV YOU DONE TO ME?" Watts sputtered futilely for a moment, the composure and demeanour he'd crafted over the years stripped away in an instant by the Crocodile's fury

"I did, I did what I had to...You're back and-" Tock found his words fading into the background as another horrific revelation hit her as she caught sight of herself reflected in one of the many polished and metallic surfaces close by

"That's not my face….Watts that's not my face; this isn't my bloody body boy….what has Salem made you do to me?" her breathing became harsh and ragged as she tried to force some semblance of control over herself; then something truly inexplicable happened. From Tock's perspective it felt as though she had been dragged backwards by some unseen force though she remained in place; her vision darkening around the edges until the previous endless void returned and her body numbed until she could no longer feel it. Then the voice of the other consciousness inhabiting her spoke

 _[Penny] "Jiminy Cricket Protocol activated, assuming direct control"._

From the perspective of Arthur Watts it seemed as though nothing out of the ordinary had happened, though ordinary was a highly subjective term. Tock's body stiffened and inorganic muscles seemed to coil in apprehension as he cautiously stepped closer, as he made to place a hand on her shoulder Tock turned to face him and Watts realised a moment too late that something was terribly wrong when he heard the hidden cavity in which all of these mechanical bodies stored weapons open and saw that her previously yellow eyes were now the exact shade of green as the original Penny Polendina.

"Salutations Arthur Watts. The Kingdom of Atlas has a shoot on sight order in affect against you and also my father has informed me to stay away from strange men" Watts, being the furthest thing from a Huntsman or any kind of fighter imaginable was utterly defenceless as this being, be it Tock or Penny Polendina drew a pair of swords from its' back and sprung into motion. The first blow was a right handed slash, near invisible with its' quickness that left Watts screaming in agony and terror as his right hand fell to the floor; this was followed by the sword in her left left being thrust through his thigh in a spray of blood, as he collapsed to the ground completely unable to support his own weight the machine delivered one final blow; skewering him through the belly before retracting its' weapons and bolting leaving Watts, who could now no longer feel his legs dragging himself across the room, a trail of crimson behind him matching the blood trickling from his lips while footsteps rushed towards him. A few seconds that felt like aeons later Mercury Black and Emerald Sustrai burst into the room

"She….she went rogue" Watt's managed to gasp out, coughing up blood as he spoke "Emerald, bring me my equipment; I can salvage this. Mercury, retrieve her" he saw the young mans' expression harden, turning into something predatory and calculating that forced him to remember exactly who and what this insolent brat whose legs he had built was and the circumstances in which Cinder had found him. Arthur saw him take Emerald's hand and knew that all hope was lost before he spoke.

"No" with one simple word the two of them turned and fled, abandoning Watts to his fate. His final thoughts were, oddly, of Geppetto Polendina and the rogue robots' words regarding the man who had at various times been his room-mate, friend, colleague, rival and hated nemesis

"Well bugger me old chap….I believe our wager was for a bottle of brandy. I'll pay up when we see each other in hell" Arthur Watts died with a satisfied smile; knowing that science had been pushed further than previously imagined by his hand.

* * *

It had been almost an entire day since Tock had wrestled back control of this body she didn't recognise through sheer force of will and fled into the bustling innards of the city she was unfamiliar with; each strange new item or phenomenon she saw underlining the utterly lost feeling of being displaced in time. As night fell she slunk away from the bright lights and pounding music of the city and into towering and chronically under-maintained tower blocks of a housing project which, as crime and poverty ridden as they were, still seemed luxurious in comparison to the Faunus ghettos that she had clawed her way out of in her own time. Eventually aided by the exhaustion, confusion and genuinely vulnerable mental state the recently reanimated Faunus found herself in the second consciousness within her body, Penny by means that Tock still didn't comprehend dragged her back into the seemingly ending void of their shared subconscious.

 _[Penny] "Salutations friend"_

 _[Tock] "I'm not your friend you little bloody monster, who the 'ell are you?"_ Tock paused, she could almost feel the sudden sadness rolling off of Penny's formless psyche in waves

 _[Penny] "I am Penny Polendina, the first case of an artificial life form capable of generating and sustaining an Aura…..or I was_

 _[Tock] "Well what are you now then luv a ghost?"_

 _[Penny] "According to my new operating parameters I am the application of the 'Jiminy Cricket Protocol' that my father installed in all later iterations"_ Tock paused, silently mulling the words over for a moment before giving a smirk that was utterly incorporeal but still felt nonetheless

 _[Tock] "Jiminy Cricket….your father was a funny little bastard then was he?"_ after a moments' pause she added

 _[Tock] "So what're you crammed in 'ere with me for then? Gonna teach me to play nice are ya?"_

 _[Penny] "I exist as a limiting factor….Father intends for me to inhibit any new personalities inhabiting his creations from committing acts of excessive or undue violence or otherwise going rogue"_

 _[Tock] "Could fooled me luv, blimey you're lucky I never liked that little bookworm too much"_

 _[Penny] "Arthur Watts was wanted for charges including treason, arms dealing, aiding enemies of the Kingdom of Atlas and performing experiments on human and Faunus citizens that are classified in nature"_

 _[Tock] "Well little Wotsits has certainly been busy, naughty little boy….'old on luv, did you say Faunus citizens? In Atlas? Bloody 'ell time have changed then"_

 _[Penny] "Affirmative. In addition to my function as a limiter and control mechanism I also serve as an internal security mechanism….you are not a product of the Atlesian military"_

 _[Tock] "Too bloody right I'm not"_

 _[Penny] "Who are you….or who were you. Everything about your thought patterns seems to cause warning prompts for me"_ Tock paused for a moment, unsure of how to respond eventually answering with a question of her own

 _[Tock] "Is there a way we can talk face to face in….wherever we are? This is a bit off-putting for me luv"_ there was no verbal response, instead the thoughts that had manifested as text in dark expanse faded away before the darkness itself seemed to dissolve, replaced by rapidly solidifying landscape. Tock looked down as soon as there was a distinct down in which to look, she saw her body as she remembered it simply took in the sight of it for a moment before looking at what was around her. It appeared to be a diner of some sort pleasant but not extravagant by any stretch, the kind of establishment that in her time would almost certainly have had a 'No Faunus' sign on the door; the booths were filled by people that Tock realised with a start were not people at all, simply featureless black facsimiles like living shadows; with one exception

"Salutations" Tock forced herself not to scowl as she approached what she assumed was a manifestation of Penny; the girl looked almost exactly like the body the Faunus now found herself inhabiting except she were human and everything about her expression, mannerisms and body language spoke of an innocence that Tock herself couldn't remember ever having.

"So" she started as turned a chair backwards and draped herself across it "Let's 'ave it right shall we; you're 'ere to keep whoever uses this body in line and you wanna know who I am 'cos I was never meant to be 'ere at all"

"That is correct"

"Well then" Tock flashed a toothy smile that had never failed to intimidate a human it was used against, Penny returned the smile which Tock was utterly unprepared for but she continued regardless "I'm Tock Sickly; professional bounty hunter….best in the business luv"

"That is….deeply concerning" Penny admitted, smile finally faltering "You killed people for money?"

"I killed a lot of things for money" Tock grinned "Helped a few of them Hunters kill off Grimm, killed a few raiders, killed a few Hunters that went rogue….got offed myself in the middle of a nice little earner; never ask questions girl ya can't afford to. Obviously there's a code though, I'm not a total ratbag like some of 'em"

"This is an unprecedented error" Penny seemed to balk at the idea of sharing a mind with such a ruthless individual "This needs to be rectified….based on local landmarks I've deduced that we're in the settlement of Argus. There's an Atlas military base here which we should present ourselves to" Tock made to flip the table with sudden frustration only for it to steadfastly refuse to budge; she leaned in to Penny's face

"'Av you lost the plot girl? We go to an Atlas base and tell 'em that one of their fancy metal people has now got the ghost of a Faunus bounty hunter living in it they're gonna take us out into the cold and shoot us in the back of the 'ead!"

"I believe you present a credible threat to-"  
"I believe you're bloody well daft luv" Tock interrupted "We're dead. We're both dead….except now we're not and you're gonna go and get us both killed again 'cos make no mistake luv they won't bother finding away to dig you out of my 'ead before they shoot me in it"

"They….they wouldn't" Penny stammered, emerald eyes widening in horror at the notion

"Oh yeah?" Tock cooed with a raised eyebrow as she made herself comfortable draped over the back of the chair once again "How'd you die last time?"

"I" Penny paused, clearly uncomfortable thinking about the event "I was being field tested in the Vytal Tournament….there was an accident, it had to have been an accident….otherwise-" penny's voice lowered until it was a mere whisper until it trailed off. Ruthless as Tock was famed for being she still felt something that was if not maternal, then at the very least protective and responded with outraged disgust

"Field test?" she demanded "In a fight to the death against trained Hunters?"

"It's not to death any more" Penny informed her

"But still" Tock insisted "And now look at you….and from what you said they put you in every single one of this bodies. Penny you're not a person to them luv, you're just a tool….that's humans for ya, trust me I've worked with plenty of 'em"

"They're not all like that" Penny mumbled, folding in on herself as if physically crushed by the realisation "Ruby thinks I'm a real girl"

"You keep talkin' about this Ruby girl" Tock noted with a coked head and savage smile "Someone special was she?"

"She was my first friend" Penny said, expression brightening if only a fraction "This diner is where she brought me when she found out I'd never had a milkshake before"

"Aww bless her" Tock snorted, far less scathing than Penny had expected "Look 'ere's the deal Penny luv; I don't wanna die again and you're not gonna see this Ruby girl again if you go to that base….we're stuck together so we may as well get used to it and figure out what we're gonna do"

"So…." Penny met the Faunus's eyes, seemingly suddenly hopeful "Friends?"

"Sure, why not" Tock chuckled as she held a hand out for Penny to shake "Friends"

"Sensational" Penny beamed "We can try on clothes, paint our nails and talk about cute boys….or girls" the last part seemed to be added on a little too hastily and made Tock give a genuine laugh

"Why ever not eh" she eventually sighed "But that's not exactly a plan now is it"

"What do you suggest?" Penny asked, her apprehension unmistakable

"Well I suppose if I go back into the bounty hunting business you're just gonna snatch my body off me again….but Grimm always need dealing with and if there's more settlements then there must be more work"

"That seems acceptable"

"Good girl" Tock grinned "On top of that I really do feel like throwin' a spanner in the works of my old employers' plans….they kept my body for years; they were gonna use me the way Atlas used you and I don't appreciate the sentiment if I'm bein' honest"

"Who was your previous employer?" Penny enquired, if Tock and the mad scientist Arthur Watts were taking orders from the same person it was most likely that this individual presented a serious threat to Remnant as a whole

"Some creepy lookin' bird called Salem, had me offing people with silver eyes for ten times the goin' rate per 'ead….it was literally per 'ead mind you" Penny looked both revolted and terrified before her expression became utterly blank and Tock saw that the diner around them was beginning to vanish

"Proximity alert, make yourself combat ready" with that woefully inadequate warning Tock found herself torn from the fabricated reality of their shared mind and back into the bleak dinginess of the empty apartment she had taken up residence in. Rising to her feet she drew a pair of swords from her back, the question of what other weapons this body carried would have to be answered later; inhaling slowly she picked up a pair of scents and noted that whoever the intruders were they were good, someone with only human senses would never have known that they were in the room

"Come on then, let's 'av it….and if you're gonna kill me do it face to face ya rotten bastards, demeans the profession otherwise" as soon as the words left her lips a pair of people appeared where there had been empty space a moment before

"Semblance" Tock noted as she took in the sight of the terrified looking young woman with mint green hair and blood red eyes and the young man subtly pacing himself in front of her, dark eyes shaggy grey hair and the look of someone who would fight to kill if provoked

"Can I help you?" the Faunus twirled her swords, making herself appear as utterly nonchalant as possible, yellow eyes honing in on Emerald "Come on luv you look like you've just seen…..Oh….oh dear, oh dear luv you've royally cocked up aint ya? The little birdie in my ear would very much like to 'av a word with you"

"Back off freak" Mercury hissed as Tock sauntered closer only to find himself hitting the floor, his face exploding into pain as the pommel of one Tock's swords was smashed against his nose faster than he could react. She stalked towards Emerald who retreated, hands trembling too much to draw her weapons until she was pinned against the far wall of the apartment; then Tock's entire body convulsed, eyes rolling back for a fraction of a second and when the irises were visible again they were no longer yellow, instead they were the same shade of green as the original Penny Polendina

"Salutations Emerald" the former thief sunk to her knees, tears streaming down her face as she was confronted by her actions in Cinder's service; Penny loomed over her with far more menace than should have been possible "You took part in my murder. Why?"

"B-because Cinder…." the words were muffled by sobs "Because Cinder wanted to frame Pyrrha, use your death to draw the Grimm into the city as a distraction" Penny visibly recoiled, disgusted beyond words at the callousness

"We're getting out" Mercury grunted as he pulled himself to his feet, still clutching his face "Watts is dead….Salem's gonna kill you for that, we're getting out; none of this is what we signed up for….if we vanish now she'll just assume you killed us as well"

"The sentence for your crimes will indeed be death" Penny noted tonelessly

"We know things!" Emerald cried "We know where Salem's base is, we know what her next move is going to be!" that gave the android pause and she lowered her swords before crouching down to Emerald's eye level, forcing her murderer to look at her

"Tock says I should stab you in the back of the neck and make the blade come out of your lying mouth" Emerald whimpered and she could hear Mercury readying his weapons behind her "I would prefer not to do that….I believe we can come to some kind of accord"

"Thank you" Emerald whispered, words falling out of her uncontrollably "Salem is dividing her efforts, she's preparing her next assault on Shade Academy but Cinder is going to be used to retrieve the relic that Team RWBY are carrying" Penny's expression darkened at the prospect of harm coming to Ruby, her concentration slipping enough for Tock to roughly take back control with the mental equivalent of a shoulder barge

"This Ruby girl that you keep rabbiting on about? Silver eyes is she?" the Faunus demanded as her eyes returned to their previous vivid yellow, seeing Emerald nod she let out a feral snarl "Nah, can't be 'avin' that, no little girls get killed on my watch luv. Demeans the 'ole bloody profession"

"So now what?" Mercury demanded

"Well, I assume you came after me lookin' to either tie up loose ends or find safety in numbers?" Mercury nodded whilst wiping his bloody nose with the back of his hand "Well then sunshine, I always did like workin' with a crew….I guess I'm your new boss-"

"Excuse-"

"First order of business" Tock cut across the interruption "Is you tell me everything I've missed while I've been dead….all the plottin' and schemein' can wait"

"Okay" Emerald sniffled from behind her, Tock caught sight of her own reflection in the dirty window of the apartment and let out a disparaging sigh

"And then I need to get some new clothes and an 'aircut 'cos Gods help anyone who thinks I'll be struttin' about lookin' like this"

* * *

Team RWBY trudged away from the bridge leading to the artificial island housing the Atlesian military base within Argus; their collective dejection at the blunt and uncaring way they had been denied apparent to anyone who gave them more than a passing glance. Yang in particular seethed with a livid expression and hands clenched into trembling fists, any unresolved feelings between herself and Blake were swept aside by the wave of white hot boiling hatred she felt for the Colonel in charge of the base who had made no effort to hide their racism towards the Faunus.

"I assure you when we do get to Atlas I will have that deplorable woman reprimanded in the sternest possible way" Weiss assured them, sapphire eyes flashing angrily

"Doubt it'll make a difference Weiss, besides it's nothing I haven't heard before" Blake replied, she'd heard many such comments during her life many of which were far more direct and derogatory than Colonel Cordelia Cordovin had been; they stung but far less than they used to. Truthfully the feline was far more concerned about her partner, Yang's moods had been becoming more and more erratic since the encounter with the apathy and Blake was concerned but at a loss as to how to provide the help she so desperately wished to. As they made their way through the streets of the settlement whose size was still baffling to them Blake's amber eyes widened, sensitive as they were they saw the threat before any of her team

"Guys, there!" she indicated to the mouth of an alleyway where, leaning against a wall and gesturing for them to follow was the unmistakable form of Mercury Black.

"Ruby?" Weiss looked to the caped Huntress for orders

"Follow him but be careful….if he's here then Emerald will be as well, work in pairs so she can't use her Semblance as easily" she issued commands as she reached to the collapsed form of Crescent Rose at her back, unwilling to draw the weapon in a public place for no reason but still wanting to be prepared.

"Just what I needed, a workout" Yang's eyes flashed from pale amethyst to blazing red as she stalked towards the alleyway, rolling her shoulders back and cricking her neck as she readied her weapons

"Yang be careful" Ruby whispered frantically as she fell into step beside her; within seconds the four of them were in the alleyway passing an emergency access ladder and several trash cans as they closed in on Mercury who did indeed have Emerald with him

"We surrender" Mercury said simply, raising his hands whilst Emerald carefully withdrew her own weapons and laid them on the ground in front of her before following suit

"What?" Ruby sputtered out

"It's another trap Ruby" Yang growled, seemingly ready to shoot at moments' notice

"That or they're changing teams now Cinder's dead" Blake added dispassionately

"She isn't dead" Emerald countered, to a chorus of disbelieving gasps and exclamations before she repeated herself, the words clearly difficult for her "Cinder's still alive….but we didn't sign up to wipe out entire Kingdoms, or any ancient conspiracies or any of it I just….I didn't have anyone else"

"But now we're out of it" Mercury stated, Yang caught his eyes shifting upwards a fraction but didn't turn; knowing better than to let him out of her sight "But I've got a new employer and she wants to meet you"

"Who're you working for?" Weiss demanded

"That'd be me luv" a voice called down to them from somewhere behind and above them; turning Team RWBY collectively saw a blur of movement as an individual hurled themselves over the railings of the rickety and rusting access ladder and onto the ground where they landed in what Ruby called, much to Weiss's irritation a 'Superhero landing'

"What do you- It can't be" Ruby's mouth hung open as her eyes widened and her hands fell to her sides, limp and trembling. Weiss, Blake and Yang were similarly stunned into inaction at the sight of the newcomer. She wore black leather boots, reaching up to her calf and whose heel and toe were covered in a dull coloured gunmetal armour plating, tucked into these were a pair of dark jeans, artistically ripped and distressed in several places with mismatched armoured pads adorned with spiked studs adorning the knees; the jeans hung low on the figures hips and were supported by several black leather belts with heavy silver buckles, the belts also supported a pair of curved swords which Ruby instantly recognised. The shirt she wore was a pale greenish grey, an unflattering colour reminiscent of something that grew in stagnant water; it was worn with several buttons undone and sleeves unbuttoned and rolled up to reveal patches of scales scattered along the collarbones, shoulders and forearms down the to the backs of the hands and knuckles which were covered in the toughened tissue as if they were naturally occurring gauntlets, over the shirt was a black waistcoat fastened with heavy silver buttons and sporting an equally brightly polished pocket watch on a chain at the left breast. Her hair was the same coppery colour Ruby remembered though worn in a vastly different style, an undercut which had sheared the back and sides away to an almost non-existent fuzz whist a Mohawk adorned the top of her skull in several distinct swept forwards spikes and her ears had each been pierced in several places, sporting several silver rings around them. Despite it all, despite the fact that the eyes that regarded her were a frighteningly bright shade of yellow and the mouth that smiled at her was filled with silver fangs constructed of no natural material Ruby looked at her and could only see one thing

"Penny?"

"Not at the moment luv no, call me Tock for the minute" the voice that left her mouth was decidedly not that of the late Penny Polendina "You're what all the fuss is about are ya?"

"Stay where you are!" Yang exclaimed, levelling Ember Celica at the Faunus's face as she sauntered towards them, eyes locked on Ruby

"Ooh that is pretty init, lose an arm in my day and they'd give you an 'ook" Tock stalked closer, utterly unperturbed by the weapons being pointed in her direction

"Everyone calm down, it's Penny!" Ruby pleaded desperately, silver eyes welling up with tears

"No it isn't" Weiss answered mournfully, glaring at the abomination wearing the dead girls' face; Tock merely cackled gleefully at the sight

"Oh do give it a fackin' rest luv, I knew your old Nan and you're not 'alf as good at death glares as she was" the comment was enough to surprise the Huntresses; Tock merely rolled her eyes before adding "Y'know what I'll let her take the wheel for a bit, she's peckin' at my bloody noggin anyway" they could make no sense of that sentence until they saw the Faunus's body shake and her eyes change colour, shifting to familiar green of Penny Polendina before she sprang forwards, body language changed entirely and wrapped her arms around Ruby's shoulders

"Salutations Ruby, I can't believe we managed to find you here, it's sensational to see you again!" hearing the familiar voice was too much and Ruby's knees buckled; she simply clung onto the seemingly resurrected android as she sobbed into her shoulder, overwhelmed by more emotions than she could hope to manage

"I….I can't believe it" Yang breathed out, her own eyes returning to their natural colour "I think that's actually her"

"How?" Blake asked, in the last few days they had all seen things that had forced to re-evaluate what they believed to be impossible, but this was a bridge too far; the dead stayed dead and only the Gods themselves could alter that.

"And if that's Penny who was the other person that was talking?" Weiss added

"It doesn't matter. All that matters is that she's back" Ruby sniffled, face still buried in the shoulder of this new Penny

"They share a body, it's a little weird" Mercury offered from behind them, surprising Team RWBY by still being there when it would have been reasonable to assume that he and Emerald would have fled the moment their backs were turned.

"And she's your new employer?" Weiss demanded, confusion growing by the second

"Affirmative" Penny answered while gently stroking Ruby's hair, driven by instincts that were not quite her own

"Penny….if you are Penny" Yang gave the android an apologetic look "I still don't know if we can trust you"

"Would an in service clearance code to get passed Atlas's border blockade as well as information regarding Salem's plans help?" Penny offered "I've been brought up to speed with current developments and Mercury and Emerald are willing to trade information for their freedom. I can get you into Atlas"

"They'd certainly be useful" Blake noted "I'm willing to give people a second chance….I'd be a hypocrite if I didn't"  
"I'm with Ruby, whatever she decides" Weiss announced, her tone firm and certain

"Okay sis" Yang sighed, lowering and collapsing her weapons "Make the call" Ruby stepped back, wiping her eyes before turning to Mercury and Emerald, her tone uncharacteristically harsh

"You tell us everything and you do as you're told….any tricks and you'll be sorry" both Mercury and Emerald nodded in acceptance, neither expecting true freedom and understanding that they would most likely be conscripted into the other side of this war before they were granted any leniency

"And Penny" Ruby turned to face the girl "It is so good to see you again"

"It is sensational to see you too Ruby" she smiled sadly before adding "I'm going to have to hand control back to Tock for a moment….before I do there's something she wants me to do" before Ruby could question it Penny leaned forwards and brushed her lips gently against the scythe wielders' bringing a deep blush to her cheeks. A moment later Penny was gone, the eyes of the body the two minds shared had shifted back to yellow and toothy smirk playing across their face could only belong to Tock

"She's shy luv, she weren't gonna make a move unless I promised to cover for her afterwards. Proper sweet on you Penny is" Tock gently nudged Ruby's shoulder "Now, considerin' that I'm wanted dead by all the Kingdoms and Penny's considered property by Atlas, we'll be laying low with our fugitive friends….other than that we'll be willin' to 'elp out. We'll deal with any Grimm and or bumbling lackeys that Salem sends on the understanding that we get a bed, some grub and a decent bit o' coin out of it"

"Why are you doing this?" Weiss asked suspiciously despite Ruby's silent protestations "Not both of you, not Penny in particular. You"

"Well that's quite simple" Tock sneered "I got hired to kill warriors….not get brought back from the dead and be sent out to kill little girls. Demeans my whole bloody profession, if you don't draw a line somewhere ya end up like his old man" Tock gestured to Mercury who refused to meet the eyes of any of the young women suddenly looking at him.

"Well thank you" Ruby murmured, still blushing and somewhat stunned by Penny's actions "For helping us and….and helping Penny" Tock merely rolled her eyes at that

"Oh you two are precious, this is gonna be a fun ride to be along for"

"Tock" Yang stepped forwards, suddenly feeling a responsibility to make sure the decisions being made were informed ones; she couldn't keep what they knew from their new ally "Salem can't be killed. We're talking about an unwinnable war"

"Depends what you call winning. Don't 'ave to kill her luv, can just ruin her plans one after another. She can't die but her allies can, we've made bloody sure of that. Besides the longer the fight goes on the more people like me get paid" Tock paused and gave a predatory smile as words that may well have been her last came back to her "That's the thing with you Hunters, you're all fighters to the end….I can respect that"

 **Authors Notes:**

Okay so this is the utterly self-indulgent convergence of a few different ideas and head-canons regarding Penny and Atlas's intentions regarding the Artificial Aura idea that were never going to find a place in my main story.  
That being said I had fun writing this and did so with the blessing/support of Tock's VA whom is just as eager as I am to find a way to bring her back.  
I've been waiting a couple of weeks to do something with this and I had a week off work over Christmas so here it is, I hope you enjoy it as much as I do.

So let's summarise shall we:  
Just take a moment to appreciate the mental image of Watts giving Salem a PowerPoint presentation.  
Yeah head-canon that Merc is actually a lot smarter than people assume; like when they were deep cover at Haven he could hold conversations with Neptune "I'm an intellectual" Vasilias on whatever he felt like.  
" _I will use your ribcage as a coat-rack"_ that's it, I just broke down Tyrian to the bare essentials.  
Seriously though, I genuinely think that while Tyrian is indeed bat-shit crazy at least some of the way he acts is him deliberately trying to mess with people.  
I love writing Merc & Em together….I always think of them as a twisted mirror version of Ren & Nora.  
Okay so I'm playing to the horror aspect of the whole Aura Transfer and reanimation side of things, I feel like it makes sense because Arthur got disgraced from Atlas of all places, that takes a special kind of maniac….Also I've been on a bit of a 40k kick recently so that's probably bled into my writing.  
Okay so obviously I needed Salem to be okay with having Tock's corpse in the basement so I had to hand-wave it a little, but at the same time I think it fits. It was wanting to bring someone back that started the whole damn thing and she's wanted to die since she was first made immortal; I can see Salem wanting to create and the reverse engineer immortality in others as one last "Fuck you" to the Gods that cursed her.  
I probably read more into Merc's character than RT will ever give us but considering what we know of where he comes from; he's probably perfectly capable of swallowing any emotion and completing the task…..or he was until he met Em.  
Arthur is a scientist who now has to deal with the fact that actual magic is a thing….he must be seething.  
RT give us Goodwitch leading massive Hunter strike forces into the ruins of Vale, please.  
I know that RT likes to play up the cult aspect of the White Fang but I've always felt like day to day the individual cells would function more as a street gang; raising funds and cracking down on anti-Faunus business by the most violent means possible.  
So this story is set in Vol.6 but since the CCT is still only working locally the White Fang in Vale don't know exactly what happened in Mistral or where Adam is….they may not even know that Sienna's dead.  
Mulberry Diesel is an OC that I made just for this scene but it occurred to me as I was writing her with how eager to please she is and how she thinks she has some sort of unique connection with Adam _"This is our job, he didn't tell anybody else"_ that Adam was grooming a replacement for Blake.  
Also as far as we know Penny's body is still on that stadium in canon.  
' _The Procedure'…_.easiest way to make it sound unsettling.  
I don't think Watts having the know-how to make an Aura transfer device is a stretch, if the technology exists it can be replicated and until we know exactly what his field is then it's entirely possible that he contributed to the original machine.  
Yeah Mercury just dealt with the last stragglers of the Mistrali White Fang….ironically he could probably use that as part of a plea bargain with the Kingdom.  
If Watts can get into Atlas's military hardware then he can get into almost anywhere; he's probably got secrets and favours he can call in everywhere.  
The idea that Penny was a docile test subject and a precursor for a far more violent and ruthless model of android is a long-term head-canon of mine and the idea that Atlas would use them to infiltrate and destroy the White Fang just makes perfect sense _(It's also an idea for a different story that I never ended up writing)  
_ Watts strikes me as someone who takes pride in his work, he would honestly love this job.  
Okay I'll admit that all of the androids having the same basic face is impractical it was just done for effect and it plays into both the horror factor of it all and just how uncaring Atlas really is.  
Seriously though if Watts can just bring back the people they've lost over the years then suddenly new recruits like Merc and Em aren't really needed.  
I was tempted to have Watts shout _"It's alive! It's alive!"_ but it would have been cliché.  
Okay I know the speech and formatting is different in Tock and Penny's shared subconscious, that was obviously done on purpose because I wanted to play with their robotic nature; their subconscious is basically a boot-up.  
"Is this what people call heaven?" you hear that? that's the sound of hearts being broken.  
Tocks' reply was priceless though.  
I'm using the admittedly flimsy explanation that while Penny's personality is used as a limiting factor her memories have been salvaged and carried over because Watts used parts of the original Penny's mind; none of the other Penny's will be the 'real' one the way this is.  
Okay does anybody reading this watch DBZ Abridged, y'know the Android 13 movie and the "I just finished patching that!" line….that was my exact thought process when I had Tock come back from the dead and immediately be super Cockney.  
Salem recruited Watts as a college student.  
Also, on the topic of TFS and their work, some of the relationship between Watts and Tock is based on what was implied between the younger Walter and Alucard.  
Tock couldn't be more lesbian if she was wearing a flannel shirt.  
As bad-ass as she is there is no way Tock wasn't gonna freak out.  
A Jiminy Cricket protocol….Is a fucking great joke and you know it.  
Also let's just take a moment to appreciate that the only on screen kill in this story was done by Penny of all people; now some people get annoyed at me when I write Penny as willing to use lethal force and say it's out of character….have those people watched the Vol.1 finale where she brought down aircraft with people on them? Yeah it was the White Fang but that's the point, Penny will kill people in a combat situation if needs be.  
That's the problem with killers for hire; no loyalty….but yeah, Watts could probably have salvaged that and come back Android 20 style.  
I'll come out and say it, Faunus ghettos were probably a thing considering what we know of Remnants' history.  
Tock you monster you can't just tell Penny that you're not friends.  
' _Finger guns at the RvB fandom'_ ….she's not an AI she's a ghost.  
I even found a way to bring back the shadow people.  
Tock doesn't have a canon last name and Tock-Sickly is as close to a pun as I could think of.  
"It's not to the death….any more."  
It's not the first time I've wrote Penny having a conversation like this with someone; I just really want to see Atlas for what it is and have a Mewtwo moment.  
Okay there is a piece of fan-art somebody made of Ruby and Penny sharing a milkshake, everyone who ships Nuts & Dolts knows the one I mean; I can't remember who made it right now but thank them for this scene.  
Had to bring back the line from canon.  
" _I_ _t was literally per 'ead mind you"_ Jesus Christ Tock.  
Merc thought he was ready….he was not ready.  
" _Tock says I should stab you in the back of the neck and make the blade come out of your lying mouth"_ just take a few moments to fully appreciate that line.  
I like the idea that Tock has some sort of code and that was what made her give Maria a chance, always announce your presence and fight head on, always give a beaten opponent a chance to give up or choose to die fighting, no kids or people who can't defend themselves….otherwise it _"Demeans the profession".  
_ One of things that struck me about Tock is that she led an all human crew; bearing in mind that racism against Faunus was most likely worse then that it is in canon then that should say something about both her abilities as a fighter and a leader.  
Obviously in this version of events it was just Team RWBY, Qrow and Oscar were elsewhere and Team JN_R never showed up to the base.  
Bees are endgame so just jot that down.  
Give me a Ruby who makes well thought out decisions quickly _(I mean her mental speed should be able to match how fast she can run or she'd just hit walls)_ I want to see Ruby grow into a great tactician.  
Go on tell me Tock isn't the exact kind of extra that would do a Superhero landing.  
All jokes about butch bad-ass Penny being Ruby's gay awakening aside I can't help thinking of Johnny 5 at this point.  
Tock's interactions with and utter lack of fear towards Team RWBY was entertaining to write, the fact she has an accent like one of Penguin's henchmen in Arkham City just makes it funnier.  
Of course Penny can get them into Atlas.  
I'm tempted to extend this story just for the hilarity of Tock being a wingman for Penny and being the biggest Nuts & Dolts shipper ever.  
Okay I'm pretty sure that Tock never gave Maria her name which means Maria couldn't tell Team RWBY it; so they might be able to make the inference but they won't know that Tock is the bounty hunter that blinded Maria until they introduce the two of them…..hell Tock could go back and get Maria's other scythe if she wanted.  
Also if I wanted to carry this story on there's a plot point already in place: What happens if Adam gets his hands on a shipping container full of murder bots, because those other Penny's are still there

Thank you to everyone who reads and a special thanks to those of you who follow, favourite and subscribe.


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